Business Combinations

6 Months Ended

Jun. 30, 2011

Business Combinations [Abstract]

Business Combinations

3. Business Combinations

On January 28, 2011, we acquired all of the assets and certain liabilities related to Bostrom Seating, Inc. (“Bostrom”) for cash consideration of approximately $8.8 million (the “Bostrom acquisition”). Bostrom is a seat supplier to the North American heavy truck, aftermarket, bus and specialty vehicle markets. Bostrom has one owned manufacturing facility in Piedmont, Alabama. The acquisition of Bostrom further expands our North American presence in certain key end markets and enhances our overall aftermarket position. The operating results of Bostrom have been included in our consolidated financial statements since the date of acquisition. From the date of acquisition through June 30, 2011, we recorded revenues of approximately $15.0 million and an operating loss of $0.1 million relating to Bostrom. Acquisition related expenses of approximately $0.4 million were incurred for the six months ended June 30, 2011 and have been recorded as selling, general and administrative expenses on our consolidated statements of operations.

The Bostrom acquisition was accounted for by the acquisition method of accounting. Under acquisition accounting, the total purchase price has been allocated to the tangible and intangible assets and liabilities of Bostrom based upon their respective fair values. The purchase price and costs associated with the Bostrom acquisition exceeded the preliminary fair value of the net assets acquired by approximately $3.2 million. During the three-month period ended June 30, 2011, the purchase price was adjusted by approximately $0.1 million. In connection with the allocation of the purchase price, we recorded definite-lived intangible assets of approximately $3.1 million as shown in the following table (in thousands):

Purchase price, net of post-acquisition adjustment	$	8,699
Net assets at fair value		5,578
Excess of purchase price over net assets acquired	$	3,121

The purchase price allocation as of June 30, 2011 was as follows (in thousands):

Accounts receivable	$	3,898
Inventories		2,274
Other current assets		4
Property, plant and equipment		4,960
Definite-lived intangible assets		3,121
Current liabilities		(5,558	)
Contract purchase price	$	8,699

The following pro forma information for the three and six months ended June 30, 2011 and 2010 presents the result of operations as if the acquisition of Bostrom had taken place at the beginning of the periods. The pro forma results are not necessarily indicative of the financial position or result of operations had the acquisition taken place at the beginning of the periods. In addition, the pro forma results are not necessarily indicative of the future financial or operating results (in thousands, except per share data):

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011		2010
	(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	216,137		$	148,628	$	400,956	$	301,066
Operating income	$	11,318		$	1,956	$	19,319	$	5,127
Net (loss) income	$	(2,156	)	$	39	$	1,007	$	255
(Loss) Earnings Per Share:
Basic	$	(0.08	)	$	—	$	0.04	$	0.01
Diluted	$	(0.08	)	$	—	$	0.04	$	0.01